§ 55-8-24. Quorum and voting. - North Carolina Statutes

§55‑8‑24.  Quorum and voting.

(a)        Unless the articlesof incorporation or bylaws require a greater number, a quorum of a board ofdirectors consists of:

(1)        A majority of thefixed number of directors if the corporation has a fixed board size; or

(2)        A majority of thenumber of directors prescribed, or if no number is prescribed the number inoffice immediately before the meeting begins, if the corporation has a variable‑rangesize board.

(b)        The articles ofincorporation or a bylaw adopted by the shareholders may authorize a quorum ofa board of directors to consist of no fewer than one‑third of the fixedor prescribed number of directors determined under subsection (a).

(c)        If a quorum ispresent when a vote is taken, the affirmative vote of a majority of directorspresent is the act of the board of directors unless the articles ofincorporation or bylaws require the vote of a greater number of directors.

(d)        A director who ispresent at a meeting of the board of directors or a committee of the board ofdirectors when corporate action is taken is deemed to have assented to theaction taken unless:

(1)        He objects at thebeginning of the meeting (or promptly upon his arrival) to holding it ortransacting business at the meeting;

(2)        His dissent orabstention from the action taken is entered in the minutes of the meeting; or

(3)        He files writtennotice of his dissent or abstention with the presiding officer of the meetingbefore its adjournment or with the corporation immediately after adjournment ofthe meeting.  The right of dissent or abstention is not available to a directorwho votes in favor of the action taken. (Code, s. 681; 1901, c. 2,ss. 33, 52; Rev., s. 1192; C.S., s. 1179; 1927, c. 121; 1933, c. 354, s. 1;G.S., s. 55‑116; 1955, c. 1371, s. 1; 1959, c. 1316, s. 35; 1969, c. 751,s. 12; 1973, c. 469, s. 8; 1989, c. 265, s. 1.)